Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

October 26, 2020

Exhibit 99
THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (Unaudited)
(dollars in thousands)

EBITDA and Adjusted EBITDA are not measures made in accordance with U.S. generally accepted accounting principles (“GAAP”), and as such, should not be considered a measure of financial performance or condition, liquidity, or profitability. It should not be considered an alternative to GAAP-based net income or income from operations or operating cash flows. Further, because not all companies use identical calculations, amounts reflected by Hillman as EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA is included to satisfy a reporting obligation under our indenture. Adjusted EBITDA as presented herein does not include certain adjustments and pro forma run rate measures contemplated by our senior secured credit facilities and our indenture and may also include additional adjustments that were not applicable at the time of the offering of the senior notes governed by our indenture. Adjusted EBITDA is also one of the performance criteria for the Company's annual performance-based bonus plan. The reconciliation of Net loss to Adjusted EBITDA is presented below.

Thirteen Weeks Ended Thirty-nine Weeks Ended
September 26, September 28, September 26, September 28,
2020 2019 2020 2019
Net income (loss) $ 10,662  $ (14,526) $ (3,318) $ (69,290)
Income tax provision (benefit) 1,400  (3,775) (9,593) (1,844)
Interest expense, net 20,688  24,882  67,746  77,509 
Interest expense on junior subordinated debentures 3,219  3,152  9,555  9,456 
Investment income on trust common securities (94) (95) (283) (284)
Depreciation 15,926  16,269  50,673  48,740 
Amortization 14,883  14,665  44,596  44,114 
EBITDA 66,684  40,572  159,376  108,401 
   Stock compensation expense 1,148  1,243  3,818  1,906 
   Management fees 130  140  451  396 
   Acquisition and integration expense 1,054  2,757  2,044  5,225 
Retention and long term incentive bonuses —  2,030  —  6,089 
   Non-recurring legal fees 2,979  —  5,654  — 
   Canada Restructuring (1)
651  1,874  3,362  3,111 
   U.S. Restructuring (2)
2,187  —  3,067  — 
   Restructuring and other costs (3)
1,254  2,905  2,693  13,027 
   Asset impairment costs(4)
—  96  210  6,896 
   Other non-recurring charges (5)
431  —  1,288  — 
Change in fair value of contingent consideration —  —  (1,300) — 
   Mark-to-market adjustment on interest rate swaps (773) 315  1,169  3,217 
Adjusted EBITDA $ 75,745  $ 51,932  $ 181,832  $ 148,268 

1.Includes charges related to a restructuring plan announced in our Canada segment in 2018, including facility consolidation and charges relating to exiting certain lines of business. See Note 9 - Restructuring of the Notes to the Condensed Consolidated Financial statements for additional information.
2.Includes charges related to a restructuring plan announced in our United States business in the fourth quarter of 2019, including severance related to management realignment and the integration of sales and operating functions. See Note 9 - Restructuring of the Notes to the Condensed Consolidated Financial statements for additional information.
3.Includes one time charges associated with new business wins along with consulting and other costs associated with streamlining our manufacturing and distribution operations.
4.Impairment losses for the disposal of FastKey self-service key duplicating kiosks and related assets.
5.Includes ongoing expenses associated with manufacturing lines that were temporarily idle due to the pandemic.